If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of
§§ 240.13d-1(e),
240.13d-1(f)
or
240.13d-1(g),
check the following box. ☐.
The information required on the remainder of this cover page shall not be
deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
SCHEDULE 13D
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CUSIP No. 338829R100
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Page
2
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1
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NAMES OF
REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Tsinghua Unigroup International Co., Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☐ (b) ☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
British Virgin Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
121,829,010
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
121,829,010
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
121,829,010
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
36.51%
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14
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TYPE OF REPORTING PERSON
CO
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SCHEDULE 13D
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CUSIP No. 338829R100
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Page
3
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1
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NAMES OF
REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Tsinghua Unigroup Capital Management Co., Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☐ (b) ☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Peoples Republic of China
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
122,161,010
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
122,161,010
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
122,161,010
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
36.61%
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14
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TYPE OF REPORTING PERSON
CO
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SCHEDULE 13D
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CUSIP No. 338829R100
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Page
4
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1
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NAMES OF
REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Tsinghua Unigroup Co., Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☐ (b) ☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Peoples Republic of China
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
122,161,010
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
122,161,010
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
122,161,010
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
36.61%
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14
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TYPE OF REPORTING PERSON
CO
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SCHEDULE 13D
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CUSIP No. 338829R100
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Page
5
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1
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NAMES OF
REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Zhao Weiguo
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☐ (b) ☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Peoples Republic of China
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
122,161,010
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
122,161,010
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
122,161,010
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
36.61%
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14
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TYPE OF REPORTING PERSON
IN
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This Amendment No. 12 (Amendment No. 12) amends the Schedule 13D filed with the
Securities and Exchange Commission (the SEC) by each of the Reporting Persons on July 10, 2015, as amended pursuant to the Schedule 13D/A filed with the SEC on March 21, 2016 (Amendment No. 1), the
Schedule 13D/A filed with the SEC on December 1, 2016 (Amendment No. 2), the Schedule 13D/A filed with the SEC on December 12, 2016 (Amendment No. 3), the Schedule 13D/A filed with the SEC
on May 16, 2017 (Amendment No. 4), the Schedule 13D/A filed with the SEC on June 1, 2017 (Amendment No. 5), the Schedule 13D/A filed with the SEC on June 9, 2017 (Amendment
No. 6), the Schedule 13D/A filed with the SEC on June 16, 2017 (Amendment No. 7), the Schedule 13D/A filed with the SEC on June 26, 2017 (Amendment No. 8), the Schedule 13D/A
filed with the SEC on July 3, 2017 (Amendment No. 9), the Schedule 13D/A filed with the SEC on August 25, 2017 (Amendment No. 10), and the Schedule 13D/A filed with the SEC on December 11,
2017 (Amendment No. 11) relating to the Class A Ordinary Shares, $0.00005 par value per share (Class A Shares), of 500.com Limited, a Cayman Islands corporation (the Issuer). Except as specifically
provided herein, this Amendment No. 11 does not modify any of the information previously reported in the Schedule 13D as supplemented and amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4,
Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment No. 10, and Amendment No. 11. Capitalized terms used herein shall have the meaning ascribed to them in the
Schedule 13D, unless otherwise defined herein.
ITEM 3.
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SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
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Item 3 is hereby amended and restated in its entirety as
follows:
The information set forth in or incorporated by reference in Item 2 of the Schedule 13D and Item 5 of this
Schedule 13D/A is incorporated by reference in its entirety into this Item 3.
The aggregate number of Class A Shares
beneficially owned by the Reporting Persons is 122,161,010 (the Shares), consisting of 63,500,500 Class A Shares and 5,866,051 ADSs representing 10 Class A Shares each. The source of the funds used to purchase the Shares is
working capital of the Reporting Persons.
In June 2015, TU International purchased 63,500,500 of the Shares from the Issuer in a
private placement for a price per Class A Ordinary Share of US$1.95 for which the aggregate consideration of approximately $123.8 million has been paid.
In a series of open market purchases as set forth in Item 5(c) of Amendment No. 1, which is incorporated herein by reference,
TU International purchased an aggregate of 407,125 ADSs representing 4,071,250 Class A Shares with an aggregate purchase price of $6,155,125.92.
In June 2016 in a series of open market purchases, TU International purchased an additional 6,413 ADSs representing 64,130 Class A
Shares with an aggregate purchase price of $104,323.57.
In November 2016, as set forth in Item 5(c) of Amendment No. 2, which is
incorporated herein by reference, TU International purchased an aggregate of 253,525 ADSs representing 2,535,250 Class A Shares with an aggregate purchase price of $3,382,926.87.
In December 2016, as set forth in Item 5(c) of Amendment No. 3, which is incorporated herein by reference, TU International
purchased an aggregate of 460,224 ADSs representing 4,602,240 Class A Shares with an aggregate purchase price of $6,163,502.90.
In a
series of open market transactions between the filing of Amendment No. 3 and March 2, 2017, TU International purchased and sold ADSs resulting in a net decrease in its position in the amount of 9,370 ADSs representing 93,700
Class A Shares, with aggregate proceeds from such sales to TU International of $502,721.77.
In a series of open market purchases as set forth in Item 5(c) of Amendment No. 4,
which is incorporated herein by reference, TU International purchased an aggregate of 483,474 ADSs representing 4,834,740 Class A Shares with an aggregate purchase price of $5,474,769.35.
In a series of open market purchases as set forth in Item 5(c) of Amendment No. 5, which is incorporated herein by reference,
TU International purchased an aggregate of 1,127,997 ADSs representing 11,279,970 Class A Shares with an aggregate purchase price of $10,456,091.77.
In a series of open market purchases as set forth in Item 5(c) of Amendment No. 6, which is incorporated herein by reference,
TU International purchased an aggregate of 572,614 ADSs representing 5,726,140 Class A Shares with an aggregate purchase price of $5,312,805.75.
In a series of open market purchases as set forth in Item 5(c) of Amendment No. 7, which is incorporated herein by reference,
TU International purchased an aggregate of 587,449 ADSs representing 5,874,490 Class A Shares with an aggregate purchase price of $5,542,544.87.
In a series of open market purchases as set forth in Item 5(c) of Amendment No. 8, which is incorporated herein by reference,
TU International purchased an aggregate of 459,711 ADSs representing 4,597,110 Class A Shares with an aggregate purchase price of $4,770,559.44.
In a series of open market purchases as set forth in Item 5(c) of Amendment No. 9, which is incorporated herein by reference,
TU International purchased an aggregate of 398,220 ADSs representing 3,982,200 Class A Shares with an aggregate purchase price of $4,403,399.73.
In a series of open market purchases as set forth in Item 5(c) of Amendment No. 10, which is incorporated herein by reference,
TU International purchased an aggregate of 382,695 ADSs representing 3,826,950 Class A Shares with an aggregate purchase price of $3,821,515.78.
In a series of open market purchases as set forth in Item 5(c) of Amendment No. 11, which is incorporated herein by reference,
TU International purchased an aggregate of 350,187 ADSs representing 3,501,870 Class A Shares with an aggregate purchase price of $3,598,295.22 and TU Capital purchased indirectly an aggregate of 33,200 ADSs representing 332,000
Class A Shares with an aggregate purchase price of $344,370.32.
In a series of open market purchases as set forth in Item 5(c)
of this Amendment No. 12, which is incorporated herein by reference, TU International purchased an aggregate of 352,587 ADSs representing 3,525,870 Class A Shares with an aggregate purchase price of $3,434,807.28.
ITEM 5.
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INTEREST IN SECURITIES OF THE ISSUER
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Item 5 of the Schedule 13D is hereby amended
and restated in its entirety as follows:
(a) The aggregate number of Class A Shares and the percentage of
total outstanding Class A Shares beneficially owned by the Reporting Persons is set forth below. References to percentage ownerships of Class A Shares in this Statement are based upon the 333,651,882 Class A Shares outstanding as of
September 30, 2017 based on the Issuers
Form 6-K
filed November 14, 2017. TU International is the record holder of the Shares except for 33,200 ADSs purchased through TU
Capitals direct wholly-owned subsidiary Unis Technology Strategy Investment Limited (Unis). The filing of this Statement shall not be construed as an admission that a Reporting Person beneficially owns shares held by any other
Reporting Person.
TU International beneficially owns the Shares, except for 33,200 ADSs purchased through TU
Capitals direct wholly-owned subsidiary Unis, which represents approximately 36.51% of the outstanding Class A Shares calculated in accordance with the requirements of Rule
13d-3
under the Act.
TU Capital, as the direct parent company of TU International, may also be deemed to beneficially own the Shares which in aggregate
represent approximately 36.61% of the outstanding Class A Shares calculated in accordance with the requirements of
Rule 13d-3
under the Act.
TU, as an indirect, but controlling, parent company of TU International, and direct parent company of TU Capital, may also be deemed to
beneficially own all of the Shares.
Zhao Weiguo, who is the Chairman of the Board of TU and a director of each of TU Capital and
TU International and in such capacity possesses the decision making power of TU, TU Capital, and TU International with respect to the voting and disposition of securities beneficially owned and as a result may also be deemed to
beneficially own the Shares.
By virtue of the relationship described herein, the Reporting Persons may be deemed to constitute a
group for purposes of Rule 13(d)(3) of the Act. As a member of a group, each Reporting Person may be deemed to share voting and dispositive power with respect to, and as a result beneficially own, the Shares beneficially owned by
members of the group as a whole. The filing of this Statement shall not be construed as an admission that a Reporting Person beneficially owns those Shares held by any other member of the group. In addition, each Reporting Person expressly disclaims
beneficial ownership of any securities reported herein except to the extent such Reporting Person actually exercises voting or dispositive power with respect to such securities.
(b) Each of TU, TU Capital, TU International and Zhao Weiguo may be deemed to have shared power to vote and dispose
or direct the vote and direct the disposition of the Shares with the exception that TU International does not have shared power to vote and dispose or direct the vote and direct the disposition of the ADSs purchased indirectly by TU Capital
through Unis.
(c) The following transactions have been effected via public market purchases by
TU International of the Issuers securities since the filing of Amendment No. 11:
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Trade Date
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Amount of ADSs
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Average Price Per ADS
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December 5, 2017
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22,200
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$9.50
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December 6, 2017
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15,795
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$9.31
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December 7, 2017
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16,837
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$9.50
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December 11, 2017
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81,500
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$9.68
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December 12, 2017
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68,100
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$9.53
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December 13, 2017
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81,350
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$9.90
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December 14, 2017
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66,805
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$10.09
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(d) Not applicable.
(e) Not applicable.
ITEM 7.
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MATERIAL TO BE FILED AS EXHIBITS
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EXHIBIT
NUMBER
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DESCRIPTION
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1.
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Joint Filing Agreement, dated July 7, 2015, among the Reporting Persons (incorporated by reference to the Schedule 13D dated July 10, 2015).
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Signatures to Schedule 13D
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true,
complete and correct.
Pursuant to
Rule 13d-1(k)(1)(iii) of
Regulation 13D-G
of the General Rules and Regulations of the Securities and Exchange Act of 1934, as amended, the undersigned agree that the attached statement is filed on behalf of each of them.
Dated December 15, 2017
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Tsinghua Unigroup International Co., Ltd.
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By:
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/s/ JIA Shaoxu
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Name: JIA Shaoxu
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Title:
Attorney-in-Fact
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Tsinghua Unigroup Co., Ltd.
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By:
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/s/ JIA Shaoxu
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Name: JIA Shaoxu
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Title:
Attorney-in-Fact
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Tsinghua Unigroup Capital Management Co., Ltd.
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By:
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/s/ JIA Shaoxu
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Name: JIA Shaoxu
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Title:
Attorney-in-Fact
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/s/ JIA Shaoxu
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JIA Shaoxu, for and on behalf of
ZHAO Weiguo by power of attorney
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